安费诺美股招股说明书(2025-10-28版)

AMPHENOL CORPORATION $500,000,000 Floating Rate Senior Notes due 2027$750,000,000 3.800% Senior Notes due 2027$750,000,000 3.900% Senior Notes due 2028$1,000,000,000 4.125% Senior Notes due 2030$1,250,000,000 4.400% Senior Notes due 2033$1,600,000,000 4.625% Senior Notes due 2036$1,650,000,000 5.300% Senior Notes due 2055 We are offering $500,000,000 aggregate principal amount of our Floating Rate Senior Notes due 2027(the “floating rate notes”), $750,000,000 aggregate principal amount of our 3.800% Senior Notes due 2027(the “2027 notes”), $750,000,000 aggregate principal amount of our 3.900% Senior Notes due 2028 (the“2028 notes”), $1,000,000,000 aggregate principal amount of our 4.125% Senior Notes due 2030 (the “2030notes”), $1,250,000,000 aggregate principal amount of our 4.400% Senior Notes due 2033 (the “2033notes”), $1,600,000,000 aggregate principal amount of our 4.625% Senior Notes due 2036 (the “2036 notes”)and $1,650,000,000 aggregate principal amount of our 5.300% Senior Notes due 2055 (the “2055 notes” and,together with the floating rate notes, the 2027 notes, the 2028 notes, the 2030 notes, the 2033 notes, and the2036 notes, the “notes”). The floating rate notes will bear interest at a floating rate per annum, reset quarterly, equal toCompounded SOFR (as defined herein), plus 0.53%. We will pay interest on the floating rate notes quarterlyin arrears on February 15, May 15, August 15 and November 15 of each year, commencing on February 15,2026. Interest will accrue on the floating rate notes from the date of original issuance. The floating ratenotes will mature on November 15, 2027. We will pay interest on the 2027 notes semi-annually on May 15 and November 15 of each year,beginning onMay 15, 2026, we will pay interest on the 2028 notes semi-annually on May 15 andNovember15 of each year, beginning on May 15, 2026, we will pay interest on the 2030 notes semi-annually on May15 and November 15 of each year, beginning on May15, 2026, we will pay interest on the2033 notes semi-annually on February 15 and August15 of each year, beginning onFebruary15, 2026, wewill pay interest on the 2036 notes semi-annually on February 15 and August 15 of each year, beginning onFebruary15, 2026 and we will pay interest on the 2055 notes semi-annually on May 15 and November 15 ofeach year, beginning on May 15, 2026. Each series of the notes will be our unsecured senior obligations and will rank equally in right ofpayment with all of our other unsecured senior indebtedness outstanding from time to time. On August3, 2025, we entered into a definitive purchase agreement (the “Purchase Agreement”) withCommScope Holding Company, Inc. (“CommScope”) to acquire CommScope’s Connectivity and CableSolutions businesses, specifically the Data Center Connectivity Solutions business, the BroadbandCommunications business and the Building Connectivity Solutions business (collectively, the “CCSBusiness”), for an aggregate purchase price of approximately $10.5billion in cash, subject to customarypost-closing adjustments (the “CCS Acquisition”). We intend to use the net proceeds from the offering of thenotes, together with cash on hand, borrowings under the Delayed Draw Term Loan Facilities (as definedherein) and/or borrowings under our U.S. commercial paper program, to pay the cash consideration for theCCS Acquisition and the payment of fees and expenses related to the CCS Acquisition. Aggregateborrowings under the Delayed Draw Term Loan Facilities and our U.S. commercial paper program are notexpected to exceed the amounts available to be drawn under the Delayed Draw Term Loan Facilities. See“Use of Proceeds.” The offering of the notes is not conditioned upon the completion of the CCS Acquisitionwhich, if completed, will occur subsequent to the closing of this offering. The floating rate notes will not be subject to redemption prior to maturity at our option. We mayredeem some or all of the 2027 notes, the 2028 notes, the 2030 notes, the 2033 notes, the 2036 notes and the2055 notes from time to time at the applicable redemption prices described in “Description of the Notes—Optional Redemption” in this prospectus supplement. In addition, each series of the notes will be subject to a “special mandatory redemption” in the eventthat (i)the CCS Acquisition is not consummated on or prior to the later of (x)August3, 2026 (the “Outside Date”) or (y)the date that is five business days after any later date to which the parties to the PurchaseAgreement may agree to extend the Outside Date in the Purchase Agreement or to which the Outside Date isautomatically extended pursuant to the terms of the Purchase Agreement (the “Special MandatoryRedemption End Date”), or (ii)we notify the trustee under the indenture in writing that we will not pursue consummation of the CCS Acquisition. We refer to each of such events as a “special mandatory redemptionevent.” If a special mandatory redemption event occurs, we will be required to redeem the outst